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[Company Name] CONFIDENTIAL 1 of 4 6/23/2014

[Company Name]


Due Diligence Documentation
DUE DILIGENCE
CATEGORY DOCUMENTATION TASK OWNER STATUS
Business Plan, Corporate Structure, Financing
Business plan Current five-year business plan
Prior business plan
Corporate
organization
Articles of incorporation
Bylaws
Recent changes in corporate structure
Parent, subsidiaries, and affiliates
Shareholders agreements
Minutes from board meetings
Shareholders Number of outstanding shares
Stock option plan
Samples of common and preferred stock certificates,
debentures, and other outstanding securities

Warrants, options, and other rights to acquire equity securities
Current shareholders, including number of shares owned,
dates that shares were acquired, considerations received, and
contact information

Relevant private placement memoranda and other offering
circulars

Lenders Convertible, senior, or other debt financing
Bank lines of credit, loan agreements, or guarantees
Loan defaults or expected defaults
Recent corporate
transactions
Description and rationale for each transaction
Purchase and sale agreements
Regulations Business licenses
Environmental permits
Workers health and safety permits
Marketing, Products, Sales, Service
Market analysis Competition by product line (include contact details, market
size, market share, and competitive advantages and
disadvantages)

Industry and market research
Trade publications and contact information
Marketing, products,
sales, and service
Features and benefits of product offerings
Product rollout schedule and product life cycle
Copies of patents and trademarks filed or obtained

[Company Name] CONFIDENTIAL 2 of 4 6/23/2014

DUE DILIGENCE
CATEGORY DOCUMENTATION TASK OWNER STATUS
Pricing strategy of product or service
Descriptions of existing partners and joint ventures
Distribution channels
Promotion tactics
Top-10 customers by product line and total installed base
Sales and marketing presentations
Product catalogs and brochures
Press releases or articles written about the organization
Professional affiliations
Customer service strategy
Contracts Major contracts by product line
Support/maintenance contracts
Warranties and guarantees
Other customer-related contracts
Supplier contracts
Technology Technology strategy
Overall technical capabilities
Technical competitive advantages and weaknesses
Technical personnel
Copies of user documentation by product (current and
historical)

Copies of technical requirements, code strategy by product
(current and historical)

Development process
Financial and Operations
Financial statements Three years of historical statements:
Income statement (P&L)
Balance sheet
Statement of cash flows
Statement of shareholders equity
CYTD statements
Most recent five-year projections (pro formas)
Monthly sales projections and sales pipeline over next 18
months, including assumptions

Key financial ratios Liquidity
Leverage
Operating efficiency
Profitability
Return to investors
[Company Name] CONFIDENTIAL 3 of 4 6/23/2014

DUE DILIGENCE
CATEGORY DOCUMENTATION TASK OWNER STATUS
Taxes and audits Historical tax rate
Federal and state net operating loss carryforwards
Tax returns
Summary results of all tax examinations and audits
Receivables Accounts receivable turnover
Accounts receivable aging schedule
Accounts receivable control and credit policy
Accounts receivable seasonality
Capital expenditures Last five years
Five-year gross projection
Detailed priority list
Equipment List
Depreciation method
Age
Liquidation value
Replacement value
Leases Lenders
Terms
Interest rate
Payment schedule
Litigation Current litigation and potential damages
Potential litigation and potential damages
Insurance Property
Liability
Workers compensation
Other
Information systems Description of infrastructure
Security layers
Backup strategy
Human Resources
Management Organizational chart (including number of employees by
department)

Resumes for key managers and key employees
Management stock incentives
Compensation and
benefits
Cash compensation per employee (including salary, bonuses,
commissions)

Summary of standard employee benefits (such as medical
insurance, disability insurance, vacation)

Copies of 401(k) and other qualified pension and profit-sharing
plans

[Company Name] CONFIDENTIAL 4 of 4 6/23/2014

DUE DILIGENCE
CATEGORY DOCUMENTATION TASK OWNER STATUS
Other Ownership interest
Employment contracts
Performance evaluation criteria
Material transactions with insiders or associates of insiders
References Executives: Three references for each
Attorney: All legal relationships
All directors and significant affiliates; include
brief biographies

Investors: List all individuals and institutional investors
Customers: List of top 10
Strategic partners
Consultants, freelance workers (current and historical)
Accountants (current and historical)
Bankers and creditors (current and historical)
Associations: All industry associations in which company and
management are affiliated or active